Merger of Nine Entertainment and Fairfax Media

Merger of Nine Entertainment and Fairfax Media

The recommended transaction:
- Creates Australia’s largest integrated media player
- Enhances position with agencies and advertisers in a consolidating environment
- Enables optimisation of, and incremental investment in, content across FTA, BVOD, SVOD and digital
- Offers data solutions at scale combined with premium content
- Combines Nine’s and Fairfax’s proven brand building capabilities to accelerate Domain’s growth profile

Nine Entertainment Co. Holdings Limited (Nine) (ASX:NEC) and Fairfax Media Limited (Fairfax) (ASX:FXJ) are pleased to announce that the companies have entered into a Scheme Implementation Agreement under which the companies will merge to establish Nine as one of Australia’s leading independent media companies (Proposed Transaction). The Proposed Transaction will, subject to required approvals, be implemented by Nine acquiring all Fairfax shares under a Scheme of Arrangement (Scheme).

Following completion of the Proposed Transaction, Nine shareholders will own 51.1% of the combined entity with Fairfax shareholders owning the remaining 48.9%. The combined business will be led by Nine’s current Chief Executive Officer, Hugh Marks. Three current Fairfax Directors will be invited to join the Board of the
combined business, which will be chaired by Nine Chairman, Peter Costello and include two further current Nine directors.

Under the Proposed Transaction, Fairfax shareholders will receive consideration comprising:
- 0.3627 Nine shares for each Fairfax share held (Scrip Consideration)
- $0.025 cash consideration per Fairfax Share (Cash Consideration)
together, Aggregate Consideration.

The Aggregate Consideration implies a:
- 21.9% premium to Fairfax’s closing price on 25 July 2018 of $0.770
- 22.6% premium to Fairfax’s one month VWAP to 25 July 2018 of $0.766

Full press release: MERGER_OF_NINE_ENTERTAINMENT_AND_FAIRFAX_MEDIA.pdf

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